<PAGE> 1
EXHIBIT 10.10
THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
UNIVERSITY OF CALIFORNIA, BERKELEY
OFFICE OF TECHNOLOGY LICENSING [UC BERKELEY LOGO]
===============================================================================
LICENSE AGREEMENT
Case No. B 90-001
===============================================================================
Effective 1/16/91, THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California
Corporation, whose legal address is 300 Lakeside Drive, Oakland, California
94612-3550, acting through its Office of Technology Licensing, at the
University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley CA
94704-1318, ("REGENTS"), and Molecular Dynamics, having a principal place of
business at 880 East Arques Avenue, Sunnyvale, CA 94086, ("LICENSEE"), agree as
follows:
1. BACKGROUND
1.1. REGENTS have an assignment to the Laser Excited Confocal Fluorescence
Gel Scanner ("Invention[s]"), as described in Case B90-001 and any
Licensed Patent(s), as hereinafter defined, which may issue to such
Invention(s).
1.2. REGENTS wish to have said Invention(s) perfected and marketed at the
earliest possible time in order that products resulting therefrom may
be available for public use and benefit.
1.3. LICENSEE wishes to acquire a license under said Licensed Patent(s),
for the purpose of undertaking development, to manufacture, use, and
sell Licensed Product(s) in the Field-of-Use of biological
instrumentation.
1.4. The Invention(s) were made in the course of research supported by the
Department of Energy under Contract/Grant number DE-FG03-88ER60706 and
National Science Foundation Contract/Grant number BBS-8720382.
2. DEFINITIONS
2.1 "Licensed Patent(s)" means any Letters Patent issued upon REGENTS'
U.S. Patent Application, Serial Number 463,757, filed 12 January 1990,
including the information contained in such application with respect
to the Invention(s), any foreign patents corresponding thereto, and/or
any divisions, continuations, or reissue thereof, and continuation in
part U.S. Patent Application, Serial Number 07/531900 filed 1 June
<PAGE> 2
1990, including the information contained in such application with
respect to the Invention(s), any foreign patents corresponding
thereto, and/or any divisions, continuations, or reissue thereof, but
excluding continuation-in-parts to the extent that the claims are not
adequately supported in the cases as originally filed above.
2.2 "Technology" means existing technical data and information provided
to LICENSEE and pertaining to the Invention(s) whether or not it is of
a confidential nature. Exhibit A lists Technology.
2.3 "Licensed Product(s)" means any product or part thereof in the
Licensed Field-of-Use, the manufacture, use, or sale of which:
(a) is covered by a valid claim of an issued, unexpired Licensed
Patent(s) directed to the Invention(s). (Claim of an issued,
unexpired Licensed Patent(s) shall be presumed to be valid unless
and until it has been held to be invalid by a final judgment of a
court of competent jurisdiction from which no appeal can be or is
taken); or
(b) is covered by any claim being prosecuted in a pending application
directed to the Invention(s).
2.4 "Net Sales" means the gross revenue of the Licensed Product(s) in the
form in which it is sold, leased, or used, whether or not assembled
(but excluding therefrom, optional software or hardware that is not
required to make the Licensed Product perform its basic function and
is priced separately to customers of LICENSEE), less the following
items but only insofar as they actually pertain to the disposition of
such Licensed Product(s) by LICENSEE and are included in such gross
income, and (except Item(d)) are separately billed:
(a) import, export, excise, and sales taxes, plus custom duties;
(b) costs of insurance, packing, and transportation from the place
of manufacture to the customer's premises or point of
installation;
(c) costs of installation at the place of use; and
(d) credit for returns, allowances, or trades.
2.5 "Licensed Field-of-Use" means biological instrumentation.
2.6 "Licensed Territory" means worldwide.
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THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
2.7 "Exclusive" means REGENTS shall not grant further licenses in the
Licensed Territory in the Licensed Field-of-Use, subject to Article 4
(if applicable).
3. GRANT
3.1 REGENTS hereby grant and LICENSEE hereby accepts a license in the
Licensed Field-of-Use to make, have made, use, lease and sell
Licensed Product(s) in the Licensed Territory.
3.2 Said license shall be Exclusive in the Licensed Field-of-Use for a
term commencing as of the effective date of this Agreement and ending
on 30 May 2000.
3.3 At the end of the exclusive period, the license granted hereunder
shall be nonexclusive until expiration of the last to expire of
Licensed Patent(s).
3.4 REGENTS expressly reserve the right to use the Invention(s) and
associated technology for educational and research purposes.
4. GOVERNMENT RIGHTS
Unless LICENSEE is notified to the contrary, this Agreement is subject to
Public Law 96-517 as amended, and LICENSEE agrees to take all action
necessary on its part as a licensee to enable REGENTS to satisfy its
obligations thereunder, relating to the Invention(s) and Licensed
Patent(s) covered by this Agreement.
5. ROYALTIES
5.1 In exchange for the license granted pursuant to this agreement,
LICENSEE agrees to pay to REGENTS:
(a) a noncreditable, nonrefundable license issue royalty of [*]
dollars ($[*]) upon signing of the Agreement;
(b) [*]) shares of Molecular Dynamic common stock upon
issuance of the first of U.S. Licensed Patent(s) filed by
REGENTS, which patent(s) shall, in all material respects,
contain the claims as set forth in the applications; provided,
however, that if such patent(s) do not issue within two years
after date of first appeal the LICENSEE shall have no obligation
to issue such shares.
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THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
5.2 Beginning 1 June 1992 and each 1 June thereafter, for a total of five
(5) years, LICENSEE also shall pay to REGENTS a minimum annual royalty
of [*] dollars ($[*]). Said minimum royalty payments are
nonrefundable but they are creditable against earned royalties to the
extent provided in Paragraph 5.5. In the event cumulative royalty
tools are restarted pursuant to Paragraph 5.3(d), the minimum annual
royalty requirements, as stated, shall also restart.
5.3 In addition, LICENSEE shall pay REGENTS earned royalties as follows.
(a) For the first [*] dollars ($[*]) in cumulative sales, an amount
equal to [*] percent ([*]%) of Net Sales of the licensed
product(s) used, leased or sold by or for LICENSEE.
(b) For the next [*] dollars ($[*]) in cumulative sales, an amount
equal to [*] percent ([*]%) of the net sales of the licensed
product(s) used, leased, or sold by or for LICENSEE.
(c) For cumulative sales greater than [*] dollars ($[*]), an amount
equal to [*] percent ([*]%) of the net sales of the licensed
product(s) used, leased, or sold by or for LICENSEE.
(d) Cumulative sales totals and corresponding percent royalties due
shall restart at zero with the first sale of each substantially
new derivative product developed using the licensed technology.
5.4 If LICENSEE believes patent rights have become materially diluted by
the time of issue, such that the exclusive rights to practice the
Invention, as contemplated by this Agreement, are not enjoyed by
LICENSEE, REGENTS agree to an appropriate reduction in the earned
royalties specified in Paragraph 5.3 above. The reduced earned royalty
rate schedule shall be determined by good faith negotiations between
LICENSEE and REGENTS, considering factors listed in Exhibit B hereto.
If the parties cannot agree, the matter shall be presented to a single
third party arbitrator, selected pursuant to procedure of Paragraph
14.5, who shall be requested to determine a fair reduced earned
royalty schedule, considering arguments of both parties. The parties
agree to abide by such determination of the arbitrator.
5.5 Creditable payments under this Agreement shall be an offset to
LICENSEE against up to fifty percent (50%) of each earned royalty
payment which LICENSEE would be required to pay pursuant to Paragraph
5.3 until the entire credit is exhausted.
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<PAGE> 5
5.6 If this Agreement is not terminated in accordance with other
provisions hereof, LICENSEE's obligation to pay royalties hereunder
shall continue until the latter of:
(a) four years from the date of first sale to a retail customer, if
no Licensed Patent(s) issues; or
(b) for so long as LICENSEE, by its activities would, but for the
license granted herein, infringe a valid claim of an unexpired
Licensed Patent(s) of REGENTS covering said activity.
5.7 The royalty on sales in currencies other than U.S. Dollars shall be
calculated using the exchange rate calculated by averaging the rate
stated in the Wall Street Journal on each Friday of each month.
Royalty and payments to REGENTS shall be in U.S. Dollars and shall be
net of all non-U.S. taxes.
6. PATENT PROSECUTION
6.1 REGENTS agree to provide LICENSEE copies of all office actions and
other patent office and LICENSEE communications pertaining to Licensed
Patent.
6.2 REGENTS agree to seek, at the expense of LICENSEE, patent coverage for
U.S. Licensed Patents in foreign countries selected by LICENSEE, upon
sufficient notice to REGENTS in advance of foreign patenting bar
dates.
6.2.1 Such foreign patent applications and resulting patents shall
be included in LICENSED PATENTS.
6.2.2 REGENTS may file title, for its own account and purposes,
corresponding foreign patent applications in countries not
selected by LICENSEE.
6.3 Within thirty (30) days after receipt of a statement from REGENTS,
LICENSEE shall reimburse REGENTS for all costs incurred by REGENTS in
connection with the filing and prosecution of all patent applications
requested by the LICENSEE and maintenance fees associated with the
Licensed Patent(s).
6.4 REGENTS, as represented by the Office of Technology Licensing at the
University of California, Berkeley, agree to disclose to the LICENSEE,
to the best of its knowledge, any knowledge of other patents, issued
or applied for, that may impact the prosecution of Licensed Patent(s).
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<PAGE> 6
7. RECORDS, REPORTS, AND PAYMENTS
7.1 RECORDS--LICENSEE shall keep full, true and accurate books
of account containing all particulars that may be necessary
for the purpose of showing the amount of royalties payable
to REGENTS. Said books of account shall be kept at
LICENSEE's principal place of business or the principal
place of business of the appropriate Division of LICENSEE to
which this Agreement relates. Said books and the supporting
data shall be open at all reasonable times, for five (5)
years following the end of the calendar year to which they
pertain, to the inspection and audit by an independent
certified public accountant retained by the REGENTS for the
purpose of verifying LICENSEE's royalty statement or
compliance in other respects with this Agreement. Such
examination of LICENSEE's records shall be at the expense of
REGENTS, except in the event that the results of the audit
reveal a discrepancy in LICENSEE's favor of ten percent
(10%) or more, then the audit fees shall be paid by
LICENSEE.
7.2 REPORTS--LICENSEE, within sixty (60) days after March 31,
June 30, September 30 and December 31, of each year, shall
deliver to REGENTS true and accurate reports, giving such
particulars of the business conducted by LICENSEE during the
preceding three-month period under this Agreement as shall
be pertinent to a royalty accounting hereunder. These shall
include at least the following.
(a) The number of Licensed Products manufactured and the
number sold.
(b) Gross revenue for Licensed Products sold.
(c) Net Sales pursuant to paragraph 2.4.
(d) Total royalties due REGENTS.
(e) Names and addresses of sublicenses along with copy of
each new agreement entered into during the reporting
quarter.
(f) Annually, a copy of LICENSEE's certified financial
statement for the preceding twelve (12) months
including, as a minimum, a balance sheet and an
operating statement.
7.3 PAYMENTS--With each quarterly report as required under
paragraph 7.2, LICENSEE shall pay to REGENTS the royalties
due and payable under this Agreement pursuant to Article 5.
Payment shall be by check, payable to "The Regents
Page 6 of 14 Pages OTL #5
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<PAGE> 7
of the University of California." Requires reports and payments shall
be forwarded to REGENTS at address shown in Article 20.
8. NEGATION OF WARRANTIES
8.1 Nothing in this Agreement is or shall be construed as:
(a) a warranty or representation by REGENTS as to the validity or
scope of any Licensed Patent(s);
(b) a warranty or representation that anything made, used, sold, or
otherwise disposed of under any license granted in this Agreement
is or will be free from infringement of patents, copyrights, and
other rights of third parties;
(c) an obligation to bring or prosecute actions or suits against
third parties for infringement, except to the extent and in the
circumstances described in Article 11; or
(d) granting by implication, estoppel, or otherwise any licenses
under patents of REGENTS or other persons other than Licensed
Patent(s), regardless of whether such patents are dominant or
subordinate to any Licensed Patent(s).
8.2 Except as expressly set forth in this Agreement, REGENTS MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE
OF THE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT,
TRADEMARK, OR OTHER RIGHTS.
9. INDEMNIFICATION
9.1 LICENSEE agrees, and agrees to require its sublicensees, to indemnify,
hold harmless, and defend REGENTS and its officers, employees,
students, agents, sponsor(s) of the research that led to the
Invention(s), and Inventor(s), against any and all liability, claims,
suits, losses, damages, costs, fees and expenses for death, illness,
personal injury, property damage, and improper business practices
arising out of the manufacture, use, sale, lease, or other disposition
of Invention(s), Licensed Patent(s), or Licensed Product(s) by
LICENSEE and its sublicensees, and customers.
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<PAGE> 8
9.2 The LICENSEE, at its sole costs and expense, shall insure its
activities in connection with the work under this Agreement and
obtain, keep in force and maintain insurance as follows:
Comprehensive or Commercial Form General Liability Insurance
(contractual liability and products liability included) with limits as
follows:
(a) each Occurrence $1,000,000
(b) products/Completed Operations Aggregate $2,000,000
(c) personal and Advertising Injury $1,000,000
(d) general Aggregate (commercial form only) $2,000,000
It should be expressly understood, however, that the coverages and
limits referred to under the above shall not in any way limit the
liability of LICENSEE. LICENSEE shall furnish REGENTS with
certificates of insurance evidencing compliance with all requirements.
9.3 Insurance coverage as required under paragraph 9.2 above, shall:
(a) provide for thirty (30) day advance written notice to REGENTS of
cancellation or of any modification;
(b) indicate that "The Regents of the University of California" and
its officers, employees, students, agents, have been endorsed as
additional insureds; and
(c) include a provision that the coverages will be primary and will
not participate with, nor will be excess over, any valid and
collectible insurance or program of self-insurance carried or
maintained by REGENTS.
10. MARKING
Prior to the issuance of patents on the Invention(s), LICENSEE agrees to
mark Licensed Products (or their containers or labels) made, sold, or
otherwise disposed of by it under the license granted in this Agreement
with the words "Patent Pending," and following the issuance of one or more
patents, with the numbers of the Licensed Patent(s). All Licensed Products
shipped to, manufactured, or sold, in other countries shall be marked in
such manner as to conform with the patent laws and practice of such
countries.
11. PROMOTIONAL ADVERTISING
LICENSEE agrees not to identify REGENTS in any promotional advertising or
other promotional materials to be disseminated to the public or to use the
name of any REGENTS faculty member,
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<PAGE> 9
THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
employee, or student or any trademark, service mark, trade name, or
symbol, or abbreviation of REGENTS without REGENTS' prior written consent.
12. PATENT INFRINGEMENT
12.1 If LICENSEE shall learn of the substantial infringement of any
Licensed Patent(s) under this Agreement, the LICENSEE shall
promptly inform REGENTS with reasonable evidence of such
infringement. Both parties to this Agreement agree that during
the period and in a jurisdiction where the LICENSEE has exclusive
rights under this Agreement, neither will notify a third party of
the infringement without first obtaining consent of the other
Party, which consent shall not be unreasonably denied. Both
parties shall use their best efforts, in cooperation with each
other, to terminate such infringement without litigation.
12.2 The LICENSEE may request that REGENTS take legal action against
the infringement. Such request shall be made in writing and shall
include reasonable evidence of such infringement and damages to
the LICENSEE. If the infringing activity has not been abated
within ninety (90) days following the effective date of such
request, REGENTS shall have the right to:
(a) commence suit on their own account; or
(b) refuse to participate in such suit, and REGENTS shall give
notice of their election in writing to LICENSEE by the end of
the one-hundredth (100th) day after receiving notice of such
request from the LICENSEE. The LICENSEE may thereafter bring
suit for patent infringement if, and only if, REGENTS elects
not to commence suit (other than as nominal party plaintiff),
and if the infringement occurred during the period and in a
jurisdiction where LICENSEE had exclusive rights under this
Agreement. However, in the event the LICENSEE elects to bring
suit in accordance with this paragraph, REGENTS may
thereafter join such suit at its own expense.
12.3 [*]
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12.4 Each party agrees to cooperate with the other in litigation
proceedings instituted hereunder but at the expense of the party
on account of whom suit is brought. Such litigation shall be
controlled by the party bringing the suit, except that REGENTS
may be represented by counsel of its choice in any suit brought
by LICENSEE.
13. DILUTION OF EQUITY
During the term of this Agreement, and in the case of late stock offerings
by LICENSEE to other parties which would result in a dilution or lowering
of the percentage of REGENTS' equity in LICENSEE, LICENSEE shall offer to
REGENTS, in writing, an additional number of shares, identical to the
shares being sold, sufficient to maintain or restore its prior equity to
the same percentage of ownership, said offer to be at the same price per
share, as is offered to other party(ies) or to the public at that same
time. REGENTS shall have thirty (30) days from receipt of the offer to
accept said offer, or any part of it.
14. DUE DILIGENCE/PERFORMANCE MILESTONES
14.1 LICENSEE shall diligently proceed with the development,
manufacture, sale, or lease of Licensed Product(s) and shall
earnestly and diligently endeavor to market the same within a
reasonable time after execution of this Agreement and in
quantities sufficient to meet market demands therefor.
14.2 LICENSEE shall be entitled to exercise prudent and reasonable
business judgement in meeting its due diligence obligations
hereunder.
14.3 LICENSEE shall endeavor to obtain all necessary governmental
approvals for the manufacture, use, sale, or lease of Licensed
Product(s).
14.4 If the LICENSEE is unable to perform any of the following:
(a) conduct an initial public offering before 1 June 1997; or
(b) offer first Licensed Product(s) for sale by 1 January 1994,
then REGENTS shall have the right and option either to
terminate this Agreement or to reduce the LICENSEE's
exclusive license to a nonexclusive license. This right, if
exercised by REGENTS, supersedes the rights granted in
Article 3.
14.5 Any controversy or claim arising out of or relating to the
diligence provisions of this Agreement shall be settled by
arbitration in accordance with the Licensing
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<PAGE> 11
Agreement Arbitration Rules of the American Arbitration
Association. Upon request of either party arbitration will be by:
(a) a third party arbitrator mutually agreed upon in writing by
LICENSEE and REGENTS within thirty (30) days of such
arbitration request; or
(b) a member of the American Arbitration Association.
Judgement upon the award rendered by the Arbitrator may be
entered in any court having jurisdiction thereof. The parties
shall be entitled to discovery in like manner as if arbitration
were a civil suit in the California Superior Court. Any
arbitration shall be held in Berkeley, California, unless the
parties hereto mutually agree writing to another place.
14.6 REGENTS shall give LICENSEE sixty (60) days advance notice of any
deficiency in due diligence. The LICENSEE shall cure said
deficiency within said sixty (60) day period or request
arbitration. If REGENTS have not received a written request for
arbitration or satisfactory tangible evidence that the deficiency
has been cured by the end of the sixty (60) day period, then
REGENTS may, at its option, either terminate this Agreement or
reduce the LICENSEE's exclusive license to a nonexclusive license
by giving written notice to the LICENSEE.
14.7 If REGENTS exercise its option to reduce the LICENSEE's exclusive
license to a nonexclusive license for lack of diligence and,
thereafter, REGENTS grant to a third party under another
agreement a nonexclusive license to manufacture, use, sell or
lease Licensed Product(s) at royalty rates more favorable than
those contained herein, than the LICENSEE shall have the option
for a period of one year after notice from REGENTS of such rates
to substitute all royalty rates of the other agreement for all
corresponding royalty rates of this Agreement provided the
LICENSEE becomes obligated to the same terms and conditions of
the other license.
15. EXPORT CONTROLS
LICENSEE understands that REGENTS are subject to United States Laws and
regulations (including the Arms Export Control Act, as amended, and the
Export Administration Act of 1979), controlling the export of technical
data, computer software, laboratory prototypes and other commodities, and
REGENTS' obligations under this Agreement are contingent on compliance with
such laws and regulations. The transfer of certain technical data and
commodities may require a license from the cognizant agency of the United
States
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<PAGE> 12
Government and/or written assurances by LICENSEE that LICENSEE shall not
export such technical data and/or commodities to certain foreign countries
without prior approval of such agency. REGENTS neither represents that a
license shall not be required nor that, if required, it shall be issued.
16. PREFERENCE FOR UNITED STATES INDUSTRY
Because this Agreement grants the exclusive right to use or sell the
Invention in the United States, LICENSEE agrees that, to the extent
commercially feasible, any products embodying this Invention or produced
through the use thereof for sale in the United States will be manufactured
substantially in the United States.
17. FOREIGN GOVERNMENTAL APPROVAL OR REGISTRATION
If this Agreement or any associated transaction is required by the law of
any nation to be either approved or registered with any governmental
agency, LICENSEE shall assume all legal obligations to do so.
18. TERMINATION
18.1 LICENSEE may terminate this Agreement by giving REGENTS notice in
writing at least thirty (30) days in advance of the effective date of
termination selected by LICENSEE.
18.2 REGENTS may terminate this Agreement if LICENSEE:
(a) is in default in payment of royalties or providing of reports; or
(b) is in breach of any provision hereof; or
(c) provides any materially false report; and LICENSEE fails to
remedy any such default, breach, or false report within thirty
(30) days after written notice thereof by REGENTS. (Pursuant to
Paragraph 12.6, sixty (60) days notice shall be given for breach
of Article 12.)
18.3 Surviving any termination are:
(a) LICENSEE's obligation to pay royalties accrued or accruable;
(b) any cause of action or claim of LICENSEE or REGENTS, accrued or
to accrue, because of any breach or default by the other party;
(c) the provisions of Articles 6, 7, and 8; and
(d) LICENSEES' right to sell inventory and to fill accepted orders.
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19. ASSIGNMENT
This Agreement is binding upon and shall inure to the benefit of REGENTS,
its successor and assigns, but shall be personal to the LICENSEE and
assignable by the LICENSEE only with the written consent of REGENTS, which
consent shall not be reasonably withheld. In the event where substantially
all the assets of LICENSEE are acquired, all rights granted under this
License shall automatically be transferred to the acquiree.
20. NOTICES
All notices under this Agreement shall be deemed to have been fully given
when done in writing and deposited in the United States mail, registered
or certified, and addressed as follows:
To REGENTS: Office of Technology Licensing
2150 Shattuck Avenue, Suite 510
Berkeley, CA 94704-1318
Attention: Director William A. Hoskins
To LICENSEE: Molecular Dynamics
880 East Arques Avenue
Sunnyvale, CA 94086
Attention: Jay Flatley
Either party may change its address upon written notice to the other
party.
21. WAIVER
21.1 The failure of either party to assert a right hereunder or to
insist upon compliance with any term or condition of this Agreement
shall not constitute a waiver of that right or excuse a similar
subsequent failure to perform any such term or condition by the
other party.
21.2 None of the terms, covenants, and conditions of this Agreement can
be waived except by the written consent of the party waiving
compliance.
22. SCOPE OF AGREEMENT
This Agreement incorporates the entire agreement between the parties with
respect to the subject matter hereof, and this Agreement may be altered
or modified only by written amendment duly executed by the parties hereto.
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<PAGE> 14
23. SEVERABILITY
The provisions of this Agreement are several, and in the event that any
provision of this Agreement shall be determined to be invalid or
unenforceable under any controlling body of law, such invalidity or
enforceability shall not in any way affect the validity or enforceability
of the remaining provisions hereof.
24. APPLICABLE LAW
This Agreement shall be construed, interpreted, and applied in accordance
with the laws of the State of California. Questions concerning the law and
effect of the Licensed Patent shall be determined by the law of the country
in which the patent was granted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate originals by their duly authorized officers or representatives.
THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA MOLECULAR DYNAMICS
By: /s/ William A. Hoskins By: /s/ Jay Flatley
------------------------------------ ------------------------------
William A. Hoskins
Director, Office of Technology Printed Name: JAY FLATLEY
Licensing --------------------
Date: 1/16/91 Title: C.O.O
------------------------------ -----------------------
Date: 1/14/91
------------------------
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<PAGE> 15
Exhibit A
LICENSE AGREEMENT - B90-001
Between
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
and
MOLECULAR DYNAMICS
TECHNOLOGY
The following is an outline of the detailed description of LASER EXCITED
CONFOCAL FLUORESCENCE GEL SCANNER which follows.
1. Optional System
A. Objective Lens
B. Beam Splitters, bandpass filters
C. Pinholes, spatial filters
D. Miscellaneous Optical Elements
2. Detection, Image Acquisition and Scan Control
A. Photodetectors
B. Thermoelectric Cooled Phototube Housing
C. Photon Counting and Signal Processing Equipments
D. Analog-to-Digital Converters, computer interfacing boards
E. Computer Controlled XY Table
F. Frame Grabber Board
G. Microcomputer Systems
3. Excitation Laser - Laser System
Figure 1 Apparatus (system block diagram)
Figure 2 Long pass beam splitter for fluorescein-like fluorophores
Figure 3 Long pass beam splitter for rhodamine-like fluorophores
Figure 4 Short pass beam splitter for rhodamine-like fluorophores
Figure 5 Bandpass beam splitter for fluorescein-like fluorophores
Figure 6 Bandpass beam splitter for rhodamine-like fluorophores
<PAGE> 16
LASER EXCITED CONFOCAL FLUORESCENCE GEL SCANNER
The laser excited confocal fluorescence imaging system can be divided into
several different subsystems.
(1) Optical System:
A confocal optical arrangement is used to excite and collect fluorescence
emission. The purpose of the confocal arrangement is to reject out-of-focus
fluorescence or scattering by using spatial filtering. A 150 mm lens (Melles
Griot, plano-convex) is used to focus the laser beam in order to achieve
confocal excitation and probing of fluorescence. A long pass dichroic beam
splitter is used to reflect the laser beam through a 40X, N.A 0.6 long working
distance objective lens (Zeiss LD-EPIPLAIN) and onto the sample. Depending on
the fluorophores and the laser excitation wavelength, a long pass dichroic beam
splitter should be chosen which has steep spectral cut-on profile, long
transmission region, high reflectivity at the laser wavelength (>95%), and high
transmittance (>80%) for the fluorescence. For example, an Omega Optical 480
DRLP long pass beam splitter can be used for fluorophores such as fluorescein or
its derivatives that are excited by 488 nm. The fluorescence emission is
collected by the same objective and transmitted through the same long pass beam
splitter. Another beam splitter of short pass type can be used after the long
pass beam splitter to reflect fluorescence light toward photodetector while
letting the shorter wavelength scattered light through thus providing further
rejection of laser scatter. The transmission spectrum of the short pass beam
splitter should complement the long pass beam splitter. For example, for
rhodamine or fluorophores that are excited with 514.5 nm and have fluorescence
emission around 570 nm, an Omega Optical 520 DMLP can be used as the long pass
beam splitter and a 530 DMSP can be used as the short pass beamsplitter.
Due to the polarized nature of most argon ion laser emission, the polarization
of the laser beam is oriented to have minimum background scattering. In general,
this means the electric field vector of polarization should be aligned parallel
with the optical axis of the detector. In the configuration shown in Figure 1,
this means the long pass beam splitter should be s-plane polarized and the short
pass beam splitter should be p-plane polarized to optimally reject the
scatterings or reflections. To complete the confocal alignment and spatially
reject out-of-focus stray light, the fluorescence emission is passed through a
spatial filter which can be a pinhole of a diameter determined by the focused
beam waist in the sample and the magnification of the objective lens used. For
example, if the beam waist of the focused laser beam is 5 (micro)m and the
objective lens has 40X magnification then a pinhole approximately 400 (micro)m
in diameter should be chosen.
<PAGE> 17
A Fabry-Perot interference bandpass filter is used after the spatial filter to
further spectrally discriminate fluorescence from scattered light. An
interference filter with high number of Fabry-Perot cavities (less than 3) has a
sharp cut-on and cut-off passband shape and high attenuation outside the
passband. For multiple color detection, this is very important. With 488 nm
laser excitation, there is a strong and broad water Raman band around 570 nm and
if 514.5 nm excitation is used, the Raman scattering occurs around 620 nm. The
bandpass filter should be chosen according to the emission spectrum of the
fluorophore being used to have as wide a bandwidth as possible and to have as
high a transmittance (less than 85%) for the fluorescence while rejecting the
Raman and Rayleigh scattered light. For example, Omega Optical DF series
bandpass filters have a 6 cavity design and 10(-8) attenuation outside the
passband. The 530DF60 can be used with fluorescein excited at 488 nm and the
560DF70 can be used with rhodamine excited at 514.5 nm. For fluorophores whose
fluorescence emission is beyond 580 (with 488 nm excitation) or whose emission
is beyond 630 nm (with 514.5 nm excitation, a Schott cut-on series filter is
adequate and more economical.
To align the optical system, a gel of 0.25 to 1 mm thickness clad between two
glass plates of 1 to 1.5 mm thick is placed on the translation stage and
alignment is done with the aid of the reflections from different interfaces.
Due to the refractive index differences among the air, glasses, and gel, there
will be four different reflections on the spatial filter as one moves the
objective lens downward. The first reflection is from the air-cover glass
interface, the second one from the cover glass-gel interface, the third one
from the gel-glass plate interface, and the fourth one from the glass plate-air
interface. By knowing the thickness of the cover glass and the gel and with the
aid of a micrometer on the objective lens, one can easily position the focal
point or the probe volume in the center of the gel.
Sources:
A. Objective lens:
1. Carl Zeiss, Inc.
1 Zeiss Dr.
Thornwood, NY 10594
914-747-1800
2. Nikon Corp. Photo Group
623 Stewart Ave.
Garden City, NY 11530
516-222-0200, FAX 516-222-2823
<PAGE> 18
B. Beam splitters, bandpass filters:
1. Omega Optical, Inc.
3 Grove St.
Battleboro, VT 05301
802-254-2690, FAX 802-257-0963
2. CVI Laser Corp.
200 Dorado Place, SE, PO Box 11308
Albuquerque, NM 87192
505-296-9541, FAX 505-298-9908
C. Pinholes, spatial filters
1. Melles Griot Optics
1770 Kettering St.
Irvine, CA 92714
714-261-5600, FAX 614-261-7589
2. Rolyn Optics Co.
706 Arrowgrand Circle
Covina, CA 91722
818-915-5707, FAX 818-915-1379
D. Miscellaneous optical elements:
1. Melles Griot Optics
1770 Kettering St.
Irvine, CA 92714
714-261-5600, FAX 614-261-7589
2. Newport Corp.
18235 Mt. Baldy Cir.
Fountain Valley, CA 92708
714-965-5458, FAX 714-963-2015
3. Rolyn Optics Co.
706 Arrowgrand Circle
Covina, CA 91722
818-915-5707, FAX 818-915-1379
(2) Detection, image acquisition and scan control:
A thermoelectric cooled (Products for Research, TE104RF) GaAs photomultiplier
tube with good quantum yield in the visible region (Hamamatsu 943 or RCA 31034A)
is usually a good choice for detector. Photon counting detection is used to
collect and process
<PAGE> 19
fluorescence signals. The photon counts can be processed in several different
ways. For example the digital counts can be processed by a timer/counter or by
a rate meter or by a frequency-to-voltage converter (Teledyne Philbrick 4736).
The output of the timer/counter can be sent to a computer via RS-232 serial
communication or by IEEE-488 bus or directly through computer I/O bus. The
output of a rate meter or a frequency-to-voltage converter is analog and can be
sampled by a analog-to-digital converter. In applications where ultimate
detection sensitivity is not required, a small photomultiplier tube such as
Hamamatsu 928 operated at ambient temperature and with direct current detection
can be economical. In this kind of application, an analog-to-digital converter
is used for data acquisition.
A computer controlled motor driven XY translation stage with micrometer
resolution is used to translate the sample gel through the laser beam with scan
speed as high as 10 cm/sec. The complete system consists of a 2-axis motor
indexer or controller, motor drives, motors, and XY table. The system can be
controlled by a computer through RS-232c serial communication or IEEE-488
interfacing bus. The travel range of the XY table should be chosen to adequately
cover the area of the gel one intends to scan. Either a DC servo motor or
stepping motor can be used to drive the XY stages. A DC servo motor provides
closed loop control and smooth motion. For more accurate position control a DC
servo motor should be chosen. If open loop control is sufficient for the
application, stepping motors can be used. However, if smooth motion is required
at low speed, microstepping motors maybe more desirable than regular stepping
motors.
A microcomputer equipped with an analog-to-digital converter board or
counter/timer board is used to collect data. The computer should also be
equipped with either an RS-232c board or an IEEE-488 board to control the XY
translation stage. The graphic display design of a PC usually is not adequate
for image display and image processing. However, there are more advanced video
cards such as the super VGA (800 x 600 resolution, 256 colors) card or the
8514/A graphic card (1024 x 768 resolution, 256 colors) for IBM PS/2 can be
used for low cost image acquisition and display. A PC system with a video card
can be used to do basic image processing such as contrast enhancement, median
filtering, and pseudocoloring by software. If faster or more advanced image
processing is needed, a frame grabber board with 8-bit frame buffer, slow
scan synchronization input can be used. The present system makes one line scan
and displays acquired line image. The fluorescence images are psudo-color
encoded to represent different intensity levels and contrast stretched with
histogram equalization method to enhance the images. To quantitate the image
data, the image columns that enclose the bands are extracted and averaged.
<PAGE> 20
Sources:
A. Photodetectors:
1. Hamamatsu Corp.
360 Foothill Rd., PO Box 6910
Bridgewater, NJ 08807
201-231-0960, FAX 201-231-1539
2. Burle Industries, Inc.
1000 New Holland Ave.
Lancaster, PA 17601
717-295-6000
3. Thorn EMI Electron Tubes, Ltd.
23 Madison Rd.
Fairfield, NJ 07006
201-575-5586, FAX 201-575-8717
B. Thermoelectric cooled phototube housing:
1. Products for Research, Inc.
88 Holten St.
Danvers, MA 01923
508-774-3250, FAX 617-245-1628
2. Hamamatsu Corp.
360 Foothill Rd., PO Box 6910
Bridgewater, NJ 08807
201-231-0960, FAX 201-231-1539
C. Photon counting and signal processing equipments:
1. Stanford Research Systems, Inc.
1290 D. Reamwood Ave.
Sunnyvale, CA 94089
408-744-9049, FAX 408-706-891
2. EG&G Princeton Applied Research Corp.
7 Roszel Rd, PO Box 2565
Princeton, NJ 08543
609-452-2111, FAX 609-452-8510
3. EG&G Ortec
100 Midland Rd.
Oak Ridge, TN 37831
615-482-4411, FAX 615-483-0396
<PAGE> 21
4. Tennelec
601 Oak Ridge Tpke.
PO Box 2560
Oak Ridge, TN 37831
615-483-8405, FAX 615-483-5891
D. Analog-to-digital converters, computer interfacing boards:
1. MetraByte Corp.
440 Myles Standish Blvd.
Taunton, MA 02780
508-880-3000, FAX 508-880-0179
2. National Instruments
12109 Technology Blvd.
Austin, TX 78727
512-794-0100
3. Data Translation, Inc.
100 Locke Dr.
Marlboro, MA 01752
617-481-3700, FAX 617-481-8620
E. Computer controlled XY Table:
1. Daedal, Inc.
PO Box G
Harrison City, PA 15636
412-744-4451, FAX 412-744-7626
2. New England Affiliated Technologies
620 Essex St.
Lawrence, MA 01841
508-685-4900, FAX 508-688-8027
3. Design Components Incorporated
1 Kenwood Cir., Kenwood Industrial Park
Franklin, MA 02038
508-528-7300
4. Newport Corp.
18235 Mt. Baldy Cir.
Fountain Valley, CA 92708
714-965-5458, FAX 714-963-2015
F. Frame grabber board:
1. Imaging Technology, Inc.
600 W. Cummings Park
Woburn, MA 01801
617-938-8444, FAX 617-938-1757
<PAGE> 22
2. Data Translation, Inc.
100 Locke Dr.
Marlboro, MA 01752
617-481-3700, FAX 617-481-8620
G. Microcomputer systems:
1. AST Research, Inc.
16215 Alton Parkway
Irvine, CA 92713
714-727-4141
2. Arche Technologies, Inc.
48881 Kato Rd.
Fremont, CA 94539
415-623-8100
3. Dell Computer Corp.
9095 Arboretum Blvd.
Austin, TX 78759
800-426-5150
4. Acer America Crop.
401 Charcot Ave.
San Jose, CA 95131
408-922-0333
5. Tatung Co. of America
2850 El Presidio St.
Long Beach, CA 90810
213-637-2105
6. Wyse Technology
3471 North First St.
San Jose, CA 95134
408-473-1200
(3) Excitation Laser:
By the present configuration, fluorescence is excited by a Spectra-Physics 2020
argon ion laser operating at 514.5 or 488 nm with illuminating intensity from 1
- 20 mW at the gel. The laser system can be any argon ion laser system with
output power between 50 mW and 100 mW at either 514.5 nm or 488 nm depending on
the fluorophores. Such power can generally be provided by an air-cooled laser
with cost below $10,000
<PAGE> 23
Sources:
A. Laser system:
1. Omnichrome
13620 Fifth St.
Chino, CA 91710
714-627-1594, FAX 714-591-8340
2. Spectra-Physics Laser Products Division
1250 W. Middlefield Rd.
Mountain View, CA 94039
415-961-2550, FAX 415-969-4084
3. Laser Ionics, Inc.
701 S. Kirkman Rd.
Orlando, FL 32811
407-298-1561, FAX 407-297-4167
4. Continental Laser Corp.
3281 Scott Blvd.
Santa Clara, CA 95052
415-962-8402, FAX 415-962-0173
5. Lexel Lasers Inc.
48503 Milmont Dr.
Fremont, CA 94538
415-770-0800, FAX 415-651-6598
6. Coherent Inc. Laser Products Div.
3210 Porter Dr., PO Box 10321
Palo Alto, CA 94303
415-493-2111, FAX 415-493-1566
7. Ion Laser Technology, Inc.
263 Jimmy Dolittle Rd.
Salt Lake City, UT 84116
801-537-1587, FAX 801-537-1590
REFERENCES
1. Wilson, T. and Sheppard, C. (1984) Theory and practice of scanning optical
microscopy, Academic Press, New York.
2. Ekstrom, M.P. (1984) Digital image processing techniques, Academic Press,
New York.
3. Peck, K; Stryer, L.; Glazer, A. N.; Mathies, R. A. (1989), Proc. Natl.
Acad. Sci. USA, 86, 4087-4091.
<PAGE> 24
[GRAPHIC OMITTED]
Figure 1. Apparatus
<PAGE> 25
[GRAPHIC OMITTED]
Figure 2. Long pass beam splitter for fluorescein-like fluorophores
<PAGE> 26
[GRAPHIC OMITTED]
Figure 3. Long pass beam splitter for rhodamine-like fluorophores
<PAGE> 27
[GRAPHIC OMITTED]
Figure 4. Short pass beam splitter for rhodamine-like fluorophores
<PAGE> 28
[GRAPHIC OMITTED]
Figure 5. Band pass filter for fluorescein-like fluorophores
<PAGE> 29
[GRAPHIC OMITTED]
Figure 6. Band pass filter for rhodamine-like fluorophores
<PAGE> 30
Exhibit B
LICENSE AGREEMENT - B90-001
Between
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
and
MOLECULAR DYNAMICS
FACTORS IN EARNED ROYALTY REDUCTION
- Sales of Licensed Products(s) by Molecular Dynamics
- Sales of Gel Scanners considered essentially equivalent to Licensed
Product(s) by Molecular Dynamics and practicing one or more claims of
Licensed Patents (Equivalent Licensed Product(s))
- Market share of Molecular Dynamics versus that of vendors Equivalent
Licensed Product(s), including present market shares and forecast market
shares for remaining term of the license
- Technical feature comparison of Licensed Product(s) versus Equivalent
Licensed Product(s)
<PAGE> 31
AMENDMENT NO. 1 TO LICENSE AGREEMENT
This Amendment No. 1 to that certain License Agreement (the "Agreement")
dated January 16, 1991 by and between The Regents of the University of
California (the "Regents") and Molecular Dynamics (the "Company") is made as of
the date last written below.
WHEREAS, Section 13 of the Agreement provides that in the case of later
stock offerings by the Company to other parties which would result in a
dilution or lowering of the percentage of the Regents' equity in the Company,
the Company shall offer to the Regents an additional number of shares,
identical to the shares being sold, subject to other terms and conditions; and
WHEREAS, the Company is currently contemplating the initial public
offering of its Common Stock (the "IPO") through its Delaware successor
corporation; and
WHEREAS, both parties are willing to amend the Agreement to delete Section
13, as of the effective date of the Company's Registration Statement on Form
S-1 filed with respect to the IPO (the "Registration Statement") to facilitate
later stock offerings by the Company and enhance the value of such later stock
offerings, thereby benefitting the Regents.
NOW THEREFORE, for good and adequate consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. Section 13 of the Agreement is hereby deleted and shall be of no
further force or effect.
2. This Amendment No. 1 shall be effective as of the effective date of
the Registration Statement.
3. Except as modified herein, the Agreement shall remain in full force
and effect.
4. This Amendment No. 1 shall be construed, interpreted and applied in
accordance with the laws of the State of California.
<PAGE> 32
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the dates indicated.
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA
By: /s/ William A. Hoskins
-------------------------------------
William A. Hoskins
Director, Office of
Technology Licensing
Date: Feb. 4, 1993
-----------------------------------
MOLECULAR DYNAMICS
By: /s/ Jay T. Flatley
-------------------------------------
Jay T. Flatley
President
Date: 2/10/93
-----------------------------------
<PAGE> 33
WAIVER
The undersigned hereby waives participation in the issuances of securities
of Molecular Dynamics, Inc. (the "Company") as provided in Section 13 of that
certain License Agreement (the "Agreement") dated January 16, 1991 by and
between The Regents of the University of California and the Company, whether
previously consummated or currently contemplated, including without limitation,
the initial public offering of the Common Stock of the Company (the "IPO"). In
the event the IPO is not consummated prior to June 30, 1993, this Waiver shall
be null and void with respect to the IPO.
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA
By: /s/ William A. Hoskins
-------------------------------------
William A. Hoskins
Director, Office of
Technology Licensing
Date: Feb. 4, 1993
-----------------------------------
<PAGE> 34
UNIVERSITY OF CALIFORNIA AT BERKELEY
OFFICE OF TECHNOLOGY LICENSING [UC BERKELEY SEAL]
--------------------------------------------------------------------------------
AMENDMENT 2 TO LICENSE AGREEMENT
FOR
"LASER EXCITED CONFOCAL FLUORESCENCE GEL SCANNER"
Case No. B90-001
--------------------------------------------------------------------------------
THIS AGREEMENT is made on 15 day of May, 2000 ("Effective Date")
BETWEEN
(1) THE REGENTS of the UNIVERSITY OF CALIFORNIA, a California corporation,
whose legal address is 1111 Franklin Street, 12th Floor, Oakland, CA
94607-5200, acting through its Office of Technology Licensing at the
University of California, Berkeley, 2150 Shattuck Avenue, Suite 510,
Berkeley, CA 94720-1620 ("Regents"); and
(2) MOLECULAR DYNAMICS, INC., having a principal place of business as 928 East
Arques Avenue, Sunnyvale, CA 94086 ("Licensee").
WHEREAS
A The Regents and the Licensee are the parties to an Agreement dated 16
January 1991 as amended by an Amendment Agreement dated 10 February 1993
(together "the Agreement");
B The parties wish to amend the terms of the Agreement as set out herein.
NOW THEREFORE, for good and adequate consideration and the payment by Licensee
to Regents of $1, receipt of which is hereby acknowledged, the parties agree as
follows:
1 The license which forms the subject matter of the Agreement shall be
exclusive to Licensee, even to the exclusion of Regents, in the United
Kingdom.
2 The period of exclusivity of the license shall be extended through the date
of the last to expire patent under the Licensed Patents.
Page 1
<PAGE> 35
The Licensee shall be permitted to grant sublicenses to third parties in the
Licensed Field-of-Use to make, have made, use, distribute and/or sell Licensed
Products.
To effect the agreement of the parties set out in Sections 1 through 3 above,
the Agreement shall be amended as set out in Section 5 through 7 below.
Paragraph 2.7 of the Agreement is hereby deleted and replaced with:
2.7 "Exclusive" means:
2.7.1 in that part of the Licensed Territory comprising the United Kingdom
and its possessions, that Regents shall not itself make, have made,
use, lease or sell Licensed Products in the Licensed Field-of-Use,
nor shall Regents grant further licenses in the Licensed
Field-of-Use, subject to Article 4 (if applicable); and
2.7.2 in that part of the Licensed Territory other than the United Kingdom
and its possessions, that Regents shall not grant further licenses
in the Licensed Field-of-Use, subject to Article 4 (if applicable).
6 Paragraph 3.2 of the Agreement is hereby deleted and replaced with:
3.2 Said license shall be Exclusive in the Licensed Field-of-Use for a
term commencing as of the Effective Date of this Agreement and
ending on the date of expiry of the last to expire of the Licensed
Patents.
7 New paragraphs 3.5 through 3.7 shall be added as follows:
3.5 Licensee shall have the right to sublicense to third parties in the
Licensed Field-of-Use to make, have made, use, lease, distribute
and/or sell Licensed Products provided that Licensee has current
exclusive rights under this Agreement. Every such sublicense shall
contain at least the following:
(a) A statement setting out the date upon which Licensee's
exclusive rights, privileges, and license hereunder shall
expire.
(b) A statement such that, to the extent applicable, the
obligations of this Agreement shall be binding upon the
sublicensee as if it were in place of Licensee, except that:
(i) Earned royalty rate and minimum royalties may be at
higher rates than under this Agreement;
(ii) Sublicensee(s) shall be precluded from granting further
sublicenses; and
(iii) Sublicensee(s) shall not be required to assume the
obligations due to Regents under paragraph 5.2 and
Sections 6, 14 and 17 of this Agreement. However, under
any sublicense, sublicensee shall at least be obligated
to Licensee under Sections 10 and 17.
Page 2
<PAGE> 36
(c) The same provision for indemnification of Regents as has
been provided for in this Agreement.
3.6 Licensee shall notify Regents of each sublicense granted
hereunder and furnish to Regents a summary of the material terms
of each such sublicense agreement.
3.7 Licensee will collect and guarantee payment of any royalties due
Regents from sublicensee(s); and deliver all reports due Regents
and received from sublicensee(s).
3.8 Upon termination of the Agreement for any reason, all sublicenses
that are granted by Licensee pursuant to this Agreement shall
remain in effect and shall be assigned to Regents except that
Regents shall not be bound to perform any duties or obligation
set forth in any sublicenses that extend beyond the duties and
obligations of Regents set forth in this Agreement.
8 It is the intention of the parties that the amendments contained herein
shall be effective as of the date of the Effective Date of this Amendment.
9 Except as modified herein, the Agreement shall remain in full force and
effect.
10 This Amendment shall be construed, interpreted and applied in accordance
with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Amendment on the dates
indicated.
THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA
By: /s/ William A. Hoskins
--------------------------------
William A. Hoskins
Director
Office of Technology Licensing
Date: May 5, 2000
------------------------------
MOLECULAR DYNAMICS, INC.
By: /s/ M R Evans
--------------------------------
Title: Director
-----------------------------
Date: 11.5.2000
------------------------------
Page 3
